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Confidentiality and Non-Disclosure Agreement(5)--PDF

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					                                Confidentiality and Non-Disclosure Agreement


This Agreement (the “Agreement”) made and entered on this _______ day of _______ 2009 between Condo Metropolis LLC,
a licensed Florida real estate brokerage (the “Disclosing Party”) and the other party,
_______________________________________ (the “Recipient”), and jointly referred to here as “the Parties.”

1. Recipient is genuinely interested in pursuing a potential business arrangement proposed for discussion with the Disclosing
Party. The Parties have as their purpose an interest in exploring potential capital, financial, residential and commercial real
estate and real property opportunities but do not intend that any agency or partnership relationship be created between them by
this Agreement.

2. The term “The Confidential Information” means and includes but is not limited to, the following: (a) ANY AND ALL
BUILDERS, DEVELOPERS AND OTHER REAL ESTATE SELLERS (“THE THIRD PARTIES”) INTRODUCED OR DISCLOSED
TO Recipient; (b) appraisals, title reports, financial statements, plat maps, resumes, programs, program plans and strategies,
copyrightable materials and designs; financial performance and projections; (c) proprietary information received or developed
under agreements, contracts, or other arrangements between Disclosing Party and third parties; such third party may permit
Disclosing Party to disclose this proprietary information to the Recipient, subject to the same provisions as Disclosing Party’s
own proprietary information; (d) materials describing trade secrets or company-private information including, but not limited
to, financial funding sources, customer lists and information; technical information including, but not limited to, program
formats, program concepts, (e) such other information as Disclosing Party may deem or designate as Confidential Information;
and (f) the terms of this Agreement.

3. Recipient acknowledges and agrees that said information is in all respects of a confidential nature and that any disclosure of
the same or use of the same by the Recipient except for the express purpose stated can and will involve harm or damages to the
Disclosing Party, its owners and / or proprietors. Recipient, including all employees, associates, its agents, third party
consultants and other sources in connection or intending to be legally bound, shall not consult with the Third Parties disclosed
by Disclosing Party in any way or form during the subsistence or after termination of this Agreement or at any time without
Disclosing Party’s prior written consent. Recipient shall not engage in a business relationship directly or indirectly, or represent
or consult with the Third Parties in any way or form for the purpose of providing service or securing services substantially
similar to the services provided by Disclosing Party without Disclosing Party’s written consent and authorization. Recipient’s
duty is to protect and NOT CIRCUMVENT Disclosing Party / Disclosing Party’s information under this Agreement for pecuniary
advantage or otherwise. Recipient shall use the Confidential Information only for the purpose of communicating and aiding the
acquisition of real estate projects.

4. Recipient agrees that the Confidential Information shall be disclosed to only those people within their respective organizations
who have a need to know the information for the better performance of their respective services, duties and obligations to the
Recipient, including representatives or advisors of parent or affiliated corporations of the Recipient who may be assisting the
Recipient in evaluating the Confidential Information and who shall have agreed in writing to be bound by the terms hereof.

5. The obligations of the above paragraph(s) shall not apply to any information which:

(a) is already public or becomes available to the public through no breach of this Agreement by the Recipient; or
(b) was in the Recipient’s possession prior to the receipt from the Disclosing Party; or
(c) is lawfully received independently from a third party who is free to disclose such information to the Recipient;
(d) or is independently developed by or on behalf of the Recipient without benefit of the disclosed Confidential Information.

In the event of any dispute or difference between the parties as to the means of the Recipient’s receipt of Confidential
Information, then the onus of providing that such acquisition took place in any circumstances set out in this paragraph 5 shall be
on the Recipient.

6. Neither party shall at any time disclose to the other party any information that is confidential or otherwise restricted by reason
of any oral, written or implied agreement or other understanding it has with any third party unless specifically authorized by
such third party.




Disclosing Party_________ Recipient__________                                                                                      1

             2348 Baesel View Drive, Orlando FL 32835 Phone/Fax: (407) 290 3408             CondoMetropolis.com
7. Recipient shall protect the disclosed Confidential Information to prevent the unauthorized use, dissemination or publication
of the Confidential Information as the Recipient uses to protect its own Confidential Information of a like nature. Recipient shall
have a duty to protect all Confidential Information which (a) is disclosed by Disclosing Party by way of email, fax, verbal, mail,
written, or any other form in which pertains to any or all Parties mentioned in this agreement once delivered to the Recipient
named in foregoing paragraph above AND (b) in the event the Recipient does not have direct contact with the investor, fund,
fund manager, or investment institution,

Recipient shall be held responsible to secure in a like manner with ALL parties involved in the same duties as described in
foregoing paragraph above and in this whole agreement.

8. Either party can disclose Confidential Information it has received if it is required to do so by a governmental agency or a court
of law having proper jurisdiction. If such a requirement is made, the party required to make such a disclosure shall give the other
party reasonable notice to enable the other party to try to protect the confidentiality of the information.

9. Each party shall have the right to refuse to accept any information under this Agreement, and nothing herein shall obligate
either party to disclose to or receive from the other party any particular information.

10. Recipient does not acquire any intellectual property rights under this Agreement except the limited right to the use of
information as set out in this agreement.

11. Disclosing Party and Recipient acknowledge that this Agreement does not guarantee that any property disclosed by the
Disclosing Party to the Recipient as being available for sale shall be sold. Recipient has no obligation under this Agreement to
purchase or sell any real estate, service or item disclosed by the Disclosing Party unless written in a separate agreement.
Similarly, the Parties hereto shall not be obligated to compensate each other for the simple exchange of information under this
Agreement. If a sale should occur as a result of the exchange of information, compensation may be required if noted in a separate
written agreement between the Parties

12. Recipient should independently and thoroughly investigate all financial, economic, market, and background data believed
relevant in connection with any sale or purchase and similarly each party introduced to Recipient. Recipient assumes sole
responsibility to obtain from the introduced party or other third party all information believed necessary to make any decisions
regarding any sale, purchase, including information about incentive programs. All research, information, conclusions, and
recommendations provided by the Disclosing Party regarding market factors and conditions (including rental rates, HOA dues,
and tax rates) are statements based on information provided by the buyer, seller, third party, or are general opinions only.

13. All written or other tangible information including, without limitation, plans, drawings, proposals, formats,
models, or data disclosed in writing (or other tangible form) by the Disclosing Party to the Recipient in connection with this
Agreement shall remain the property of the Disclosing Party at all times. Upon termination of this Agreement, on written request
to the Recipient, the Recipient shall return all Confidential Information and copies thereof or certify in writing that it has
destroyed the Confidential Information and any and all copies thereof.

14. To the maximum extent permitted by applicable law, the Disclosing Party DISCLAIMS ANY IMPLIED WARRANTY OF
MERCHANTABILITY, ANY IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, ANY IMPLIED WARRANTY
OF NON-INFRINGEMENT, AND ANY EXPRESS WARRANTY WITH RESPECT TO ANY OF THE CONFIDENTIAL
INFORMATION DISCLOSED HEREUNDER. In no event shall Disclosing Party be liable for any damages whatsoever (including
without limitation, damages for the loss of business profits, business interruption, loss of business information, or any other
pecuniary loss) arising out of the use of or inability to use Disclosing Party’s product, even if Disclosing Party has been advised of
the possibility of such damages.

15. Both Parties hereto agree that they will indemnify and hold each other harmless from all losses, damages, causes of action,
and attorneys' fees incurred arising from the breach of this Agreement by the other party.

16. The Parties hereby mutually agree that, in the event any litigation becomes necessary for any reason under the terms of this
contract, that venue shall be Orange County Florida Judicial Circuit.




Disclosing Party_________ Recipient__________                                                                                       2

             2348 Baesel View Drive, Orlando FL 32835 Phone/Fax: (407) 290 3408              CondoMetropolis.com
17. Neither party will assign or transfer any rights or obligations under this Agreement without the prior written consent of the
other party, which consent shall not be unreasonably withheld.

18. This agreement controls only the Confidential Information which is disclosed from the date of the agreement until otherwise
agreed in writing by the Parties or until five (5) years has elapsed, whichever occurs first.

19. The principals and affiliates of Condo Metropolis collectively hold real estate licenses to provide real estate services within
the State of Florida, but do not hold any licenses to provide real estate services in any State other than Florida, or legal services
in any state and no such representation is made or offered.

20. This Agreement constitutes the sole and entire agreement between the Parties hereto and shall be construed under the laws
of Florida and that there are no other agreements, promises or understandings either expressed or implied between the Parties
other than the agreements specifically set forth herein. No modification of this Agreement shall be binding unless signed by all
Parties to this Agreement. In the event that any portion of this Agreement is found to be unenforceable, said clause shall be
severed from the Agreement and the remainder of the Agreement shall remain in full force and effect.

21. Disclosing Party and Recipient agree that facsimile copies of signatures to this Agreement are acceptable and shall bind the
Parties to this Agreement.


ACKNOWLEDGEMENT:

By signing below, Recipient agrees that he/she has read, understands, and accepts the terms set forth in this agreement. It is
understood that use or disclosure of Confidential Information in violation of this Agreement may result in legal or equitable
action by or for the Disclosing Party to enjoin its use or disclosure or recover damages for same.




Recipient:                                                Disclosing Party:

______________________(Company)                           Condo Metropolis, LLC


x:                                                        x:

Its:                                                      Its: Broker


Date:                                                     Date:




Disclosing Party_________ Recipient__________                                                                                           3

             2348 Baesel View Drive, Orlando FL 32835 Phone/Fax: (407) 290 3408               CondoMetropolis.com

				
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